Wells Fargo Bank, National Association, Respondent,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A24-0787

Wells Fargo Bank, National Association,
Respondent,

vs.

True Gravity Ventures, LLC, et al.,
Defendants,

Astra Genstar Partnership, LLP,
Appellant.

Filed March 16, 2026
Affirmed
Johnson, Judge

Dakota County District Court
File No. 19HA-CV-23-308

Charles E. Nelson, Ballard Spahr, L.L.P., Minneapolis, Minnesota (for respondent)

Howard A. Roston, Jessica R. Sharpe, Fredrikson & Byron, P.A., Minneapolis, Minnesota
(for appellant)

Considered and decided by Johnson, Presiding Judge; Larson, Judge; and Cochran,
Judge.
NONPRECEDENTIAL OPINION
JOHNSON, Judge
This appeal requires the court to decide who has the right to be the developer of
certain parcels of real property in the city of Farmington that are the subject of a planned-
unit-development (PUD) agreement: Astra Genstar Partnership LLP, which was selected
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to be the developer by the then-owner of the property when the PUD agreement was entered
into in 2011— or Wells Fargo Bank, which was granted a mortgage by the then-owner of
the property in 1995, foreclosed on the mortgage in 2021, and purchased the property at a
foreclosure sale. The district court concluded that Wells Fargo is entitled to develop the
property or select a developer. We conclude that Astra Genstar’s rights in the property,
which were transferred to Astra Genstar by the former owner of the property, were
terminated by the foreclosure sale. Therefore, we affirm.
FACTS
This appeal is from an order on a motion for judgment on the pleadings filed
pursuant to rule 12.03 of the rules of civil procedure. Ordinarily, in reviewing an order on
such a motion, we would “consider only the facts alleged in the complaint, accepting those
facts as true and drawing all reasonable inferences in favor of the nonmoving party.”
Harkins v. Grant Park Ass’n, 972 N.W.2d 381, 385 (Minn. 2022) (quotation omitted). In
this case, the plaintiff, Wells Fargo, attached seven exhibits to the complaint. We may
consider the facts contained in those exhibits as part of Wells Fargo’s statement of its claim.
See Minn. R. Civ. P. 10.03; Hardin Cnty. Savs. Bank v. Housing & Redevelopment Auth.
of Brainerd, 821 N.W.2d 184, 192 (Minn. 2012). In addition, defendants Astra Genstar
and True Gravity Ventures LLC submitted two documents as exhibits to an attorney’s
affidavit. The district court stated that Wells Fargo’s motion “could also be analyzed as a
motion for summary judgment,” presumably because of the exhibits submitted by the
defendants. The district court’s statement corresponds to the second sentence of rule 12.03,
which provides, “If . . . matters outside the pleadings are presented to and not excluded by
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the court, the motion shall be treated as one for summary judgment and disposed of as
provided for in Rule 56.” Minn. R. Civ. P. 12.03. Because the district court did not exclude
the exhibits submitted by the parties, the district court relied on some of those documents
in its order, and no party challenges the district court’s decision to treat Wells Fargo’ s
motion as one for summary judgment, we too will treat the motion as one for summary
judgment. See Expose v. Thad Wilderson & Assocs., PA, 863 N.W.2 d 95, 101-02 (Minn.
App. 2015), aff’d, 889 N.W.2d 279 (Minn. 2016). Accordingly, the facts stated below are
the relevant undisputed facts in the parties’ pleadings and exhibits.
In 1995, the trustees of a trust established in 1976 by Fred Seed for the benefit of
James Michael Seed (hereinafter the Seed Trust) granted to Wells Fargo a mortgage
encumbering certain parcels of real property in Farmington. Wells Fargo recorded the
mortgage with the Hennepin County and Dakota County recorders’ offices in January
1995.
In 2011, the Seed Trust (and two other persons, the Finnegans, who owned other
parcels of real property in Farmington) entered into a PUD agreement with Astra Genstar
and the City of Farmington. The PUD agreement identifies the various parties to the
agreement as the “owners,” the “developer,” and “the City.” The trustees of the Seed Trust
signed the agreement on behalf of the trust. James M. Seed signed on behalf of Astra
Genstar, the developer, in his capacity as president of a corporation that was a partner in
the Astra Genstar partnership. The mayor and city administrator signed on behalf of the
City of Farmington. The PUD agreement was recorded with the Dakota County Recorder’s
office in July 2011.
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The PUD agreement envisioned a development known as the Fairhill project,
consisting of approximately 965 acres of land, which was designed to include
approximately 678 acres of residential property and 29 acres of mixed-use commercial and
residential property. The City agreed not to change its ordinances with respect to the
project for 20 years without Astra Genstar’s consent. The PUD agreement prohibits Astra
Genstar from assigning its rights under the agreement “without the written permission of”
the City.
In late 2019, the Seed Trust defaulted on a loan from Wells Fargo that was secured
by the mortgage granted to Wells Fargo in 1995. The property owned by the Seed Trust
that was encumbered by the 1995 mortgage was part of the property subject to the 2011
PUD agreement. In May 2020, Wells Fargo commenced a foreclosure action in the Dakota
County District Court by serving a summons and complaint on the Seed Trust, Astra
Genstar, and True Gravity, among other defendants. In October 2020, the district court
filed an order stating that Wells Fargo was entitled to foreclose on the mortgage granted
by the Seed Trust and to conduct a sheriff’s sale. In June 2021, Wells Fargo purchased
nine parcels of foreclosed property at a sheriff’s sale for approximately $8,500,000. In
July 2022, True Gravity redeemed one of the foreclosed parcels previously owned by the
Seed Trust by paying approximately $535,000.
Meanwhile, True Gravity’s president, Robert Wachholz, acquired operating control
of Astra Genstar. In July 2022, immediately after True Gravity completed the redemption
of one parcel of foreclosed property, Wachholz sent an e-mail message to Wells Fargo,
saying, among other things, that Astra Genstar “holds the exclusive development rights for
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the Fairhill P UD lands.” Wachholz proposed a negotiation for the purchase of Wells
Fargo’s property in the Fairhill project. Wachholz provided Wells Fargo with a copy of a
letter from the Farmington mayor to Astra Genstar, dated June 5, 2022, which “affirm[s]
the development rights of Astra Genstar” with respect to the Fairhill project and states that,
“at least from the City’s perspective, the only parties entitled to develop the Fairhill parcels
before the expiration of the amended PUD contract would be Astra Genstar or a person or
entity to whom Astra Genstar has assigned its development rights.”
In January 2023, Wells Fargo commenced this action against True Gravity, Astra
Genstar, and Wachholz. In August 2023, Wells Fargo served and filed an amended
complaint to add the City as a defendant. Wells Fargo sought a declaratory judgment that,
with respect to the eight parcels it owns as a result of the foreclosure sale, Astra Genstar’s
and True Gravity’s interests in those parcels under the 2011 PUD agreement have been
“terminated such that Astra Genstar is not the exclusive developer under the PUD.” Astra
Genstar, True Gravity, and Wachholz filed a joint answer, and the City filed a separate
answer.
In November 2023, Wells Fargo moved for judgment on the pleadings. See Minn.
R. Civ. P. 12.03. Wells Fargo argued that True Gravity’s and Astra Genstar’s interests in
the property are junior to the interests of Wells Fargo and, thus, were terminated by Wells
Fargo’s foreclosure of the mortgage granted by the Seed Trust. In response, True Gravity,
Astra Genstar, and Wachholz argued that Astra Genstar “still has exclusive development
rights under the PUD contract” because Astra Genstar has not assigned its right to be the
project’s developer. The City filed a memorandum stating that it wishes “to ensure the
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proper development of” the property at issue “subject to its zoning regulations” and asking
the district court to “confirm that PUD zoning is not extinguished and require that any
future development be pursuant to PUD agreement or development agreement with the
City.”
In December 2023, the district court filed an order granting Wells Fargo’s motion.
The district court determined that “the right to develop under the PUD ‘runs with the land’”
but also determined that “the right of Astra Genstar to develop the land has been
extinguished through the foreclosure and expiration of the redemption period.” Ultimately,
the district court ordered declaratory relief as follows:
Wells Fargo is entitled to declaratory judgment that any
interest of Astra Genstar in the real property, including the
right to develop it under the PUD, has been terminated by the
foreclosure sale and the running of the redemption period.
Astra Genstar has no right or interest in the real property. Astra
Genstar does not have the right to be the exclusive developer
of the real property pursuant to the PUD.

The district court administrator entered judgment on the same day that the order was filed.
Astra Genstar appeals.1

1For unknown reasons, the parties did not receive notice of the entry of judgment
until March 2024. Astra Genstar filed a notice of appeal in May 2024. This court dismissed
the appeal as untimely. The supreme court granted Astra Genstar’s petition for review and,
in July 2025, reversed this court’s dismissal and reinstated the appeal. Wells Fargo Bank,
N.A. v. True Gravity Ventures, LLC, 23 N.W.3d 837 (Minn. 2025).
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DECISION
Astra Genstar argues that the district court erred by granting Wells Fargo’s motion
and declaring that Astra Genstar’s right to develop Wells Fargo’s property in the Fairhill
project was terminated by the foreclosure sale.
A district court must grant a motion for summary judgment “if the movant shows
that there is no genuine issue as to any material fact and the movant is entitled to judgment
as a matter of law.” Minn. R. Civ. P. 56.01. The evidence must be viewed in the light
most favorable to the nonmoving party. Henry v. Independent Sch. Dist. No. 625, 988
N.W.2d 868, 880 (Minn. 2023). A genuine issue of material fact exists if a rational trier
of fact, considering the record as a whole, could find for the nonmoving party. Frieler v.
Carlson Mktg. Grp., Inc., 751 N.W.2d 558, 564 (Minn. 2008). This court applies a de novo
standard of review to a district court’s grant of a motion for summary judgment. Henry,
988 N.W.2d at 880.
The central issue on appeal is governed by a statute providing that, after a
foreclosure sale and the expiration of the redemption period, a certificate of sale “shall
operate as a conveyance to the purchaser . . . of all the right, title, and interest of the
mortgagor in and to the premises named therein at the date of such mortgage, without any
other conveyance.” Minn. Stat. § 580.12 (2024). Because of this statute, a person who
purchases foreclosed property at a foreclosure sale receives “a title identical to that of the
mortgagor as of the time the mortgage was executed.” Farmers & Merchants Bank of
Preston v. Junge, 458 N.W.2d 698, 700 (Minn. App. 1990) (citing Gerdin v. Princeton
State Bank, 384 N.W.2d 868, 871 (Minn. 1986)). The purchaser of foreclosed property
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becomes “the owner” and is “entitled to all the rights of ownership,” including “every right
or interest held by the mortgagor in and to the mortgaged property.” Tomasko v. Cotton, 273 N.W. 628, 630 ( Minn. 1937). Furthermore, “a valid foreclosure of a mortgage
terminates all interests in the foreclosed real estate that are junior to the mortgage . . . and
whose holders are properly joined or notified. ” In re Crablex, Inc., 762 N.W.2d 247, 253
(Minn. App. 2009) (quotation omitted), rev. denied (Minn. Apr. 29, 2009).
Astra Genstar’s arguments on appeal do not directly confront the legal authorities
summarized above, which Wells Fargo cited in the district court. In its opening brief, Astra
Genstar argues that the PUD agreement identifies and determines the developer of the
project, that the rights and obligations created by the PUD agreement run with the land,
and that development rights recognized by the PUD agreement may not be assigned
without the consent of both Astra Genstar and the City. In response, Wells Fargo argues
that, notwithstanding the PUD agreement, the foreclosure sale terminated Astra Genstar’s
rights to develop the property. In its reply brief, Astra Genstar reiterates the arguments
made in its principal brief. In addition, Astra Genstar states that it “does not dispute that
its property rights in the foreclosed property are terminated” but further states that “its
development rights are contractual under the PUD contract and remain in effect.”
(Emphasis added.)
Astra Genstar’s distinction between property rights and contract rights is
inconsequential in this context because it is elementary that property rights may be, and
routinely are, conveyed by contracts. Although the PUD agreement is a contract, Astra
Genstar’s rights to develop property in the Fairhill project are, nonetheless, property rights.
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As a matter of property law, Astra Genstar may possess no greater rights to develop
property formerly owned by the Seed Trust than the trust possessed at the time of the PUD
agreement. See T omasko, 273 N.W. at 630; Junge, 458 N.W.2d at 700. Before entering
into the PUD agreement, however, the Seed Trust had granted a mortgage to Wells Fargo
that encumbered property subject to the PUD agreement. Wells Fargo’s interest in the
foreclosed property, which was acquired by the grant of a mortgage in 1995, is senior to
Astra Genstar’s interest, which was acquired in 2011. As a consequence, Wells Fargo’ s
foreclosure of the property terminated Astra Genstar’s junior interest in the property. See
Crablex, 762 N.W.2d at 253.
Thus, the district court did not err by concluding that Astra Genstar’s interest in the
property formerly owned by the Seed Trust, including the right to develop Wells Fargo’s
property in the Fairhill project, was terminated by the foreclosure and Wells Fargo’s
purchase at the foreclosure sale of eight parcels formerly owned by the Seed Trust.
Before concluding, we will address Astra Genstar’s alternative argument that, even
if this court affrims, the district court’s declaratory relief is overbroad. Astra Genstar notes
that the district court declared that “any interest of Astra Genstar in the real property,
including the right to develop it under the PUD, has been terminated by the foreclosure
sale and the running of the redemption period.” Astra Genstar asserts that this statement
is overbroad because the foreclosure “did not address all of the property subject to the PUD
agreement.” Astra Genstar explains that True Gravity redeemed one parcel of property
that had been owned by the Seed Trust, is subject to the PUD agreement, was foreclosed
upon, and was purchased by Wells Fargo at the foreclosure sale. Astra Genstar explains
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further that the Finnegans own property that is subject to the PUD agreement but was not
foreclosed upon. At oral argument, Wells Fargo did not dispute that True Gravity and the
Finnegans may work with Astra Genstar to develop the parcels of property owned by them.
Thus, we clarify that the district court’s declaration applies only to property that was owned
by the Seed Trust, encumbered by the 1995 mortgage that the Seed Trust granted to Wells
Fargo, foreclosed upon, purchased by Wells Fargo at the foreclosure sale, and not
redeemed by True Gravity.
Affirmed.